Common use of Noncompete Clause in Contracts

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors will be the sum of: (i) either (1) all Competitors derived from the column titled “Standard” on the Competitor List for the lines of business and departments (as listed on the Competitor List under the “Line of Business” column) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Appendix C; a copy of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Appendix C to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors will be the sum of: (i) either (1) all Competitors derived from the column titled “StandardStandard Competitors” on the Competitor List for the lines line(s) of business business, department(s) and departments (job function(s), as listed on the Competitor List under the “Line of Business, Department or Job Function” columncolumn (e.g., Global Merchant Services and Loyalty, Global Commercial Payments, Consumer Services, Global Servicing Network, etc.) that the Employee provided services to to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units line(s) of business, department(s) and job function(s) (as listed on the Competitor List under the “Line of Business, Department or Job Function” column), the Employee provided services to to, supported or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business business, department(s) or job function(s) the Employee provided services to to, supported or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, department(s) or job function(s) the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line line(s) of business or department(s) that competes with those line(s) of business department(s) or job function(s) and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units line(s) of business, department(s) or job function(s) the Employee provided services to to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business or department(s) of the Competitor that compete compete(s) with the line(s) of business business, department(s) or job function(s) of the Company or its Affiliates that the Employee provided services to to, supported or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s business, department or its Affiliates’ lines of businessjob function. The Company can revise the Competitor List List, including the format of the Competitor List, at its discretion at any time and from time to time and as revised will become part of operative with respect to this Appendix C; a copy of the current Competitor List will be available through Human Resources and/or the Corporate SecretaryCompany’s Officeintranet. Notwithstanding anything in this Appendix C to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.

Noncompete. For Executive agrees that during the Noncompete Restricted Period: (a) he shall not engage in any Prohibited Activity; (b) he shall not become an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any Prohibited Party; and (c) if he is an employee, agent or representative of, independent contractor to, consultant to, shareholder, officer, director, member, partner, joint venturer or other equity owner of or lender to, any entity or person who was not a one-year period after Prohibited Party at the last day time Executive established such relationship, but subsequently becomes a Prohibited Party, Executive shall, within ten (10) days of active the date that such entity or person becomes a Prohibited Party, terminate his position and relationship with the Prohibited Party; provided, however, that this provision shall not prohibit Executive from owning stock or other equity securities, solely as an investment, in any publicly traded entity, provided such ownership does not exceed two percent (2%) of the outstanding securities of such entity. The provisions of this Section 3 are intended to be an absolute bar to employment and other activities with any party who has operations or activities which constitute Prohibited Activities, and do not permit Executive to be involved with any such Prohibited Party in any capacity or in any geographical area, even if Executive’s functions and activities were isolated and wholly concentrated in a market in which the Employee Prohibited Party does not compete with the Company. By way of example and not limitation, Pulte Xxxxxx, Inc. (“Pulte”) is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employeeProhibited Party, and during the Employee’s employment because it competes with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list markets, and consequently, Executive could not work for Pulte or any of Competitors will be the sum of: its subsidiaries or affiliates, even if his work was limited solely to a market (i) either (1) all Competitors derived from the column titled “Standard” on the Competitor List for the lines such as Arizona, as of business and departments (as listed on the Competitor List under the “Line of Business” column) that the Employee provided services to or managed during the two-year period preceding the date of the Employee’s active employment Agreement) in which Pulte did not compete with the Company. By way of further example, if Executive became an employee of a builder or developer who was in a market not in competition with the Company or its Affiliates terminates(such as Arizona, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column as of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide CompetitorsAgreement), the Employee agrees not to be employed by, provide advice to or act as a consultant for and such Entities in any line of business because these Entities compete with several of developer entered the Company’s market in competition with the Company, or its Affiliates’ lines of business. The Company can revise the Competitor List at its discretion at any time and from time began preparation to time and as revised will become part of enter such market, Executive would be required under this Appendix C; a copy Noncompete Addendum to terminate his employment relationship with such developer within ten days of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Appendix C to the contrary, the Company shall not make any addition to the Competitor List for a period earlier of two years following the date of a Change in Controlthat such developer entered the market or began preparation enter such market.

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its AffiliatesCompany, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” Competitor for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors competitors will be the sum of: (i1) either (1i) all Competitors competitors derived from the column titled “Standard” Standard on the Competitor List for the lines of business and departments (as listed on the Competitor List under the “Line of Business” Business column) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2ii) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” Business column, the Competitors competitors cited for that job function under the “Standard” Standard column of the Competitor List; and (ii2) the Entities (as that term is defined in Section C7(c) below) Paragraph 8) listed on the Competitor List under the column titled “Business Unit Wide Competitors” Competitors for the business units units, i.e. AEB or TRS, the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1i) an Entity’s line of business that competes with those line(s) of business and (2ii) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” Competitors for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Appendix CSection V; a copy of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Appendix C Section V to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in ControlControl (as defined in Section IV of this Plan Master Agreement, and as amended from time to time, or any successor thereto).

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for by establishing a specific standard and/or by listing the names of Entities (as defined in Section D7(c) below) on the Company’s Competitor List(s). The Competitor List indicates whether the listed Entities apply to all Employees in all lines of business, departments and job functions and/or in all locations, or whether the listed Entities apply more narrowly, such as to employees in certain lines of business, departments or job functions and/or in certain locations. In addition, Competitors are defined as either Business Unit Wide Competitors or Standard Competitors: • Business Unit Wide Competitor – if an Entity is designated as a Business Unit Wide Competitor on the Competitor List, an Employee will have violated this non-compete provisions by establishing being employed by, providing advice to or acting as a specific standard and/or by name consultant for any line of business of that Entity in any capacity. • Standard Competitor – the prohibition against being employed by, providing advice to or acting as set forth in a consultant for a Standard Competitor is limited to the Companyline(s) of business, department(s) or job function(s) of the Competitor that compete(s) with the line(s) of business, department(s) or job function(s) of the Company that the former Employee provided services to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. If the Competitor List(s)List does not delineate an Entity as a Standard Competitor, the Entity will be considered a Business Unit Wide Competitor. An Where the Competitor List distinguishes between Standard Competitors and Business Unit Wide Competitors, an Employee’s personal list of Competitors will be the sum of: : (i) either (1) all Competitors derived from the column titled delineated as “StandardStandard Competitors” on the Competitor List for the lines particular line(s) of business and departments (as listed on the Competitor List under the “Line of Business” columnbusiness, department(s) and/or job function(s) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Appendix C; a copy of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Appendix C to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s 's employment with the Company or its AffiliatesCompany, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” Competitor for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s 's Competitor List(s). An Employee’s 's personal list of Competitors competitors will be the sum of: (i1) either (1i) all Competitors competitors derived from the column titled “Standard” Standard on the Competitor List for the lines of business and departments (as listed on the Competitor List under the “Line of Business” Business column) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s 's active employment with the Company or its Affiliates terminates, or (2ii) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” Business column, the Competitors competitors cited for that job function under the “Standard” Standard column of the Competitor List; and (ii2) the Entities (as that term is defined in Section C7(c) below) Paragraph 8) listed on the Competitor List under the column titled “Business Unit Wide Competitors” Competitors for the business units units, i.e. AEB or TRS, the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1i) an Entity’s 's line of business that competes with those line(s) of business and (2ii) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” Competitors for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s 's active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ 's lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Appendix CSection V; a copy of the current Competitor List will be available through the Corporate Secretary’s 's Office. Notwithstanding anything in this Appendix C Section V to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in ControlControl (as defined in Section IV of this Plan Master Agreement, and as amended from time to time, or any successor thereto).

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee employee, or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its AffiliatesCompany, the Employee shall not be employed by, provide advice to to, or act as a consultant for any Competitor. The Company has defined “Competitor” Competitor for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors competitors will be the sum of: (i1) either (1i) all Competitors competitors derived from the column titled “Standard” Standard on the Competitor List for the lines of business and departments (as listed on the Competitor List under the “Line of Business” Business column) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2ii) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” Business column, the Competitors competitors cited for that job function under the “Standard” Standard column of the Competitor List; and (ii2) the Entities (as that term is defined in Section C7(c) below) Paragraph 8) listed on the Competitor List under the column titled “Business Unit Unit-Wide Competitors” Competitors for the business units units, i.e., AEB or TRS, the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to to, or act as a consultant for (1i) an Entity’s line of business that competes with those line(s) of business and (2ii) the Entities listed on the Competitor List under the column titled “Business Unit Unit-Wide Competitors” Competitors for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Unit-Wide Competitors, the prohibition against being employed by, providing advice to to, or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Unit-Wide Competitors, the Employee agrees not to be employed by, provide advice to to, or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List at its discretion at any time and from time to time and as revised will become part of this Appendix CSection V; a copy of the current Competitor List will be available through the Corporate Secretary’s Office. Notwithstanding anything in this Appendix C Section V to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in ControlControl (as defined in Section IV of this Plan Master Agreement, and as amended from time to time, or any successor thereto).

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for by establishing a specific standard and/or by listing the names of Entities (as defined in Section D7(c) below) on the Company’s Competitor List(s). The Competitor List indicates whether the listed Entities apply to all Employees in all lines of business, departments and job functions and/or in all locations, or whether the listed Entities apply more narrowly, such as to employees in certain lines of business, departments or job functions and/or in certain locations. In addition, Competitors are defined as either Business Unit Wide Competitors or Standard Competitors: • Business Unit Wide Competitor – if an Entity is designated as a Business Unit Wide Competitor on the Competitor List, an Employee will have violated this non-compete provisions by establishing being employed by, providing advice to or acting as a specific standard and/or by name consultant for any line of business of that Entity in any capacity. • Standard Competitor – the prohibition against being employed by, providing advice to or acting as set forth in a consultant for a Standard Competitor is limited to the Companyline(s) of business, department(s) or job function(s) of the Competitor that compete(s) with the line(s) of business, department(s) or job function(s) of the Company that the former Employee provided services to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. If the Competitor List(s)List does not delineate an Entity as a Standard Competitor, the Entity will be considered a Business Unit Wide Competitor. An Where the Competitor List distinguishes between Standard Competitors and Business Unit Wide Competitors, an Employee’s personal list of Competitors will be the sum of: (i) either (1) all Competitors derived from the column titled delineated as “StandardStandard Competitors” on the Competitor List for the lines particular line(s) of business and departments (as listed on the Competitor List under the “Line of Business” columnbusiness, department(s) and/or job function(s) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed delineated on the Competitor List under the column titled as “Business Unit Wide Competitors” for applicable to the business units line(s) of business, department(s) or job function(s) the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List List, including the format of the Competitor List, at its discretion at any time and from time to time and as revised will become part of operative with respect to this Appendix CD; a copy of the current Competitor List will be available through Human Resources and/or the Corporate SecretaryCompany’s Officeintranet. Notwithstanding anything in this Appendix C D to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for certain lines of business, departments or job functions by establishing a specific standard and/or by name as set forth in the Company’s Competitor List(s). An Employee’s personal list of Competitors will be the sum of: (i) either (1) all Competitors derived from the column titled “StandardStandard Competitors” on the Competitor List for the lines line(s) of business business, department(s) and departments (job function(s), as listed on the Competitor List under the “Line of Business, Department or Job Function” columncolumn (e.g., Global Merchant Services and Loyalty, Global Commercial Payments, Consumer Services, Global Servicing Network, etc.) that the Employee provided services to to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(cD7(c) below) listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units line(s) of business, department(s) and job function(s) (as listed on the Competitor List under the “Line of Business, Department or Job Function” column), the Employee provided services to to, supported or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business business, department(s) or job function(s) the Employee provided services to to, supported or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, department(s) or job function(s) the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line line(s) of business or department(s) that competes with those line(s) of business department(s) or job function(s) and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units line(s) of business, department(s) or job function(s) the Employee provided services to to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business or department(s) of the Competitor that compete compete(s) with the line(s) of business business, department(s) or job function(s) of the Company or its Affiliates that the Employee provided services to to, supported or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s business, department or its Affiliates’ lines of businessjob function. The Company can revise the Competitor List List, including the format of the Competitor List, at its discretion at any time and from time to time and as revised will become part of operative with respect to this Appendix CD; a copy of the current Competitor List will be available through Human Resources and/or the Corporate SecretaryCompany’s Officeintranet. Notwithstanding anything in this Appendix C D to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.

Noncompete. For a one-year period after the last day of active employment if the Employee is a Band 70 or above employee or for a six-month period after the last day of active employment if the Employee is a Band 50 or 60 employee, and during the Employee’s employment with the Company or its Affiliates, the Employee shall not be employed by, provide advice to or act as a consultant for any Competitor. The Company has defined “Competitor” for by establishing a specific standard and/or by listing the names of Entities (as defined in Section C7(c) below) on the Company’s Competitor List(s). The Competitor List indicates whether the listed Entities apply to all Employees in all lines of business, departments and job functions and/or in all locations, or whether the listed Entities apply more narrowly, such as to employees in certain lines of business, departments or job functions and/or in certain locations. In addition, Competitors are defined as either Business Unit Wide Competitors or Standard Competitors: • Business Unit Wide Competitor – if an Entity is designated as a Business Unit Wide Competitor on the Competitor List, an Employee will have violated this non-compete provisions by establishing being employed by, providing advice to or acting as a specific standard and/or by name consultant for any line of business of that Entity in any capacity. • Standard Competitor – the prohibition against being employed by, providing advice to or acting as set forth in a consultant for a Standard Competitor is limited to the Companyline(s) of business, department(s) or job function(s) of the Competitor that compete(s) with the line(s) of business, department(s) or job function(s) of the Company that the former Employee provided services to, supported or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. If the Competitor List(s)List does not delineate an Entity as a Standard Competitor, the Entity will be considered a Business Unit Wide Competitor. An Where the Competitor List distinguishes between Standard Competitors and Business Unit Wide Competitors, an Employee’s personal list of Competitors will be the sum of: (i) either (1) all Competitors derived from the column titled delineated as “StandardStandard Competitors” on the Competitor List for the lines particular line(s) of business and departments (as listed on the Competitor List under the “Line of Business” columnbusiness, department(s) and/or job function(s) that the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates, or (2) if the job function the Employee is employed in at the time his or her active employment with the Company or its Affiliates terminates is listed on the Competitor List under the “Line of Business” column, the Competitors cited for that job function under the “Standard” column of the Competitor List; and (ii) the Entities (as defined in Section C7(c) below) listed delineated on the Competitor List under the column titled as “Business Unit Wide Competitors” for applicable to the business units line(s) of business, department(s) or job function(s) the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates. If any line(s) of business the Employee provided services to or managed during the two-year period preceding the date his or her active employment with the Company or its Affiliates terminates is not listed on the Competitor List then, with respect to such line(s) of business, the Employee shall not be employed by, provide advice to or act as a consultant for (1) an Entity’s line of business that competes with those line(s) of business and (2) the Entities listed on the Competitor List under the column titled “Business Unit Wide Competitors” for the business units the Employee provided services to or managed during the two-year period preceding the date the Employee’s active employment with the Company or its Affiliates terminates. Except for Business Unit Wide Competitors, the prohibition against being employed by, providing advice to or acting as a consultant for a Competitor is limited to the line(s) of business of the Competitor that compete with the line(s) of business of the Company or its Affiliates that the Employee provided services to or managed. With respect to Business Unit Wide Competitors, the Employee agrees not to be employed by, provide advice to or act as a consultant for such Entities in any line of business because these Entities compete with several of the Company’s or its Affiliates’ lines of business. The Company can revise the Competitor List List, including the format of the Competitor List, at its discretion at any time and from time to time and as revised will become part of operative with respect to this Appendix C; a copy of the current Competitor List will be available through Human Resources and/or the Corporate SecretaryCompany’s Officeintranet. Notwithstanding anything in this Appendix C to the contrary, the Company shall not make any addition to the Competitor List for a period of two years following the date of a Change in Control.